Exhibit 4.2






Exhibit 4.2



RED OAK MERGER CORPORATION




 






FIRST SUPPLEMENTAL INDENTURE




Dated as of July 1, 2008




Supplementing the Indenture, dated

as of February 1, 2005, among

Countrywide Financial Corporation,

Countrywide Home Loans, Inc.,

and

The Bank of New York Mellon (formerly known as The Bank of New York)




 









 





     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 1, 2008 (the “First Supplemental
Indenture”), is made by and among RED OAK MERGER CORPORATION, a Delaware corporation (the
“Corporation”), COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (“Issuer”),
COUNTRYWIDE HOME LOANS, INC., a New York corporation (“Guarantor”), and THE BANK OF NEW YORK
MELLON (formerly known as The Bank of New York), a New York banking corporation, as Trustee (the
“Trustee”) under the Indenture referred to herein.



W I T N E  S S E T H:




     WHEREAS, Issuer, the Guarantor and the Trustee are parties to an Indenture dated as of
February 1, 2005 (as amended and supplemented, the “Indenture”), providing for the issuance of
Debt Securities;



     WHEREAS, there is outstanding under the terms of the Indenture one or more series of Debt
Securities (the “Securities”);



     WHEREAS, Bank of America Corporation, Issuer and the Corporation have entered into an
Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 11, 2008, pursuant to
which Issuer will merge with and into the Corporation (the “Merger”), with the Corporation as
the surviving corporation in the Merger;



     WHEREAS, the Merger is being consummated on July 1, 2008;



     WHEREAS, Section 901(1) of the Indenture provides that in the case of a merger of Issuer
into another corporation, the surviving corporation shall expressly assume by supplemental
indenture all the obligations and covenants under the Securities and the Indenture to be
performed and observed by Issuer;



     WHEREAS, Section 1001(1) of the Indenture provides that Issuer and the Guarantor, with the
authorization of their respective Boards of Directors, and the Trustee, may amend the Indenture
without notice to or consent of any holders of the Securities to evidence the succession of
another corporation to Issuer by merger and the assumption by the successor corporation of the
obligations and covenants of Issuer under the Indenture;



     WHEREAS, this First Supplemental Indenture has been duly authorized by all necessary
corporate action on the part of each of Issuer, the Guarantor and the Corporation;



     WHEREAS, the Trustee has determined this First Supplemental Indenture is satisfactory
to it in form; and



     WHEREAS, all things necessary to make this First Supplemental Indenture a valid
indenture and agreement according to its terms have been done.



 









 





     NOW, THEREFORE, in consideration of these premises, Issuer, the Guarantor, the Corporation
and the Trustee agree as follows for the equal and ratable benefit of the holders of the
Securities:



ARTICLE I



ASSUMPTION BY SUCCESSOR CORPORATION



AND SUPPLEMENTAL PROVISIONS




     SECTION 1.1 Assumption of the Securities.



     (a) The Corporation hereby represents and warrants that




     (i) it is a corporation organized and existing under the laws of the State of
Delaware and is the surviving corporation in the Merger; and




     (ii) the execution, delivery and performance of this First Supplemental Indenture has
been duly authorized by the Board of Directors of the Corporation.



     (b) The Corporation hereby expressly assumes the due and punctual payment of the principal
of (and premium, if any) and interest on all the Securities and the performance of every
covenant of the Indenture on the part of Issuer to be performed or observed.



     SECTION 1.2 Name. Effective July 1, 2008, the name of Issuer, as the successor
corporation under the Indenture, shall be “Red Oak Merger Corporation.”



     SECTION 1.3 Trustee’s Acceptance. The Trustee hereby accepts this First Supplemental
Indenture and agrees to perform the same under the terms and conditions set forth in the
Indenture.



ARTICLE II

MISCELLANEOUS




     SECTION 2.1 Effect of Supplemental Indenture. Upon the later to occur of (i) the execution
and delivery of this First Supplemental Indenture by the Corporation, Issuer, the Guarantor and
the Trustee and (ii) the effective time of the Merger, the Indenture shall be supplemented in
accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture
for all purposes, and every holder of Securities heretofore or hereafter authenticated and
delivered under the Indenture shall be bound thereby.



     SECTION 2.2 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all
provisions in the Indenture shall remain in full force and effect.



     SECTION 2.3 Indenture and Supplemental Indenture Construed Together.
This First Supplemental Indenture is an indenture supplemental to and in implementation of the
Indenture, and the Indenture and this First Supplemental Indenture shall henceforth be read and
construed together.



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     SECTION 2.4 Confirmation and Preservation of Indenture. The Indenture as supplemented by
this First Supplemental Indenture is in all respects confirmed and preserved.



     SECTION 2.5 Conflict with Trust Indenture Act. If any provision of this First Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act (the
“TIA”) that is required under the TIA to be part of and govern any provision of this First
Supplemental Indenture, the provision of the TIA shall control. If any provision of this First
Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or
excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or
to be excluded by this First Supplemental Indenture, as the case may be.



     SECTION 2.6 Severability. In case any provision in this First Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     SECTION 2.7 Terms Defined in the Indenture. All capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Indenture.



     SECTION 2.8 Addresses for Notice, etc., to the Corporation and Trustee.
Any notice or demand which by any provisions of this First Supplemental Indenture or the
Indenture is required or permitted to be given or served by the Trustee or by the holders of
Securities to or on the Corporation may be given in the manner specified in the Indenture to the
following address:


Bank of America Corporation

Bank of America Corporate Center

100 North Tryon Street

NC1-007-07-13

Corporate Treasury Division

Charlotte, North Carolina 28255

Telephone: (980) 387-3776

Facsimile: (980) 387-8794

Attention: B. Kenneth Burton, Jr.



Together with a copy to:



Bank of America Corporation

Legal Department

NC1-002-29-01

101 South Tryon Street

Charlotte, North Carolina 28255

Telephone: (704) 386-4238




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Facsimile: (704) 386-1670

Attention: Teresa M. Brenner, Esq.




     SECTION 2.9 Headings. The Article and Section headings of this First Supplemental
Indenture have been inserted for convenience of reference only, are not to be considered part
of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or
provisions hereof.



     SECTION 2.10 Benefits of First Supplemental Indenture, etc. Nothing in this First
Supplemental Indenture or the Securities, express or implied, shall give to any Person, other
than the parties hereto and thereto and their successors hereunder and thereunder and the
holders of the Securities, any benefit of any legal or equitable right, remedy or claim under
the Indenture, this First Supplemental Indenture or the Securities.



     SECTION 2.11 Certain Duties and Responsibilities of the Trustee. In entering into this
First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of
the Indenture relating to the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided.



     SECTION 2.12 Counterparts. The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.



     SECTION 2.13 Governing Law. This First Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to agreements made
and to be performed in said State.



     SECTION 2.14 Trustee Not Responsible for Recitals. The recitals contained herein (other
than the eighth recital) shall be taken as the statements of the Corporation, the Issuer and
the Guarantor, as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representation as to the validity or sufficiency of this
First Supplemental Indenture.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be
duly executed as of the date first written above.



	 	 	 	 	 	 	 
	 	 	THE CORPORATION:	 	 
	 
	 	 	 	 	 	 
	 	 	Red Oak Merger Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Joe
L. Price 	 	 
	 

	 	Name:	 	Joe L. Price 	 	 
	 

	 	Title:	 	Chief Financial Officer 	 	 






 









 





	 	 	 	 	 	 	 
	 	 	ISSUER:	 	 
	 
	 	 	 	 	 	 
	 	 	Countrywide Financial Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ JENNIFER S. SANDEFUR 	 	 
	 

	 	Name:
	 	Jennifer S. Sandefur
	 	 
	 

	 	Title:	 	Senior Managing Director, Treasurer 	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	Countrywide Home Loans, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ JENNIFER S. SANDEFUR 	 	 
	 

	 	Name:
	 	Jennifer S. Sandefur
	 	 
	 

	 	Title:	 	Senior Managing Director, Treasurer 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	THE TRUSTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	The Bank of New York Mellon	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Rafael E. Miranda 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Rafael E. Miranda 	 	 
	 

	 	Title:	 	Vice President